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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 10-K    ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From  to Commission file number 001-08308   LUB Liquidating Trust (Exact name of registrant as specified in its charter)    Delaware

74-1335253(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification Number) Two Liberty Square, 9th Floor Boston, Massachusetts 02109 (Address of principal executive offices, including zip code) (617) 570-4600 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act* Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, smaller
reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer

☐

Accelerated filer

☐Non-accelerated filer

☐

Smaller reporting company

☒Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Lubys, Inc. (Lubys) currently has no shares of common stock outstanding and all its assets have been transferred to LUB Liquidating
Trust (the Trust). Units of beneficial interest in the Trust have been issued to the shareholders of Lubys effective May 31, 2022, as explained in more detail in this report. The Trusts units are not listed on an
exchange. Therefore, Lubys and Trust has no public float. If securities are registered pursuant to Section 12(b) of the Act, indicate by check
mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrants executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ The registrant had 31,298,052 units of beneficial interest outstanding as of March 20, 2024. Documents incorporated by reference: None  Auditor Name:

N/A

Auditor Location:

N/A

Auditor Firm ID:

9999  *
LUB Liquidating Trust is the holder of all of the assets and liabilities of Lubys, Inc. and files reports
under the Securities and Exchange Commission file number for Lubys Inc., which filed a Form 15 on July 15, 2022, indicating its notice of termination of registration and suspension of filing requirements.




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LUB Liquidating Trust Form 10-K Year Ended December 31, 2023 Table of Contents  Part IPageItem 1

Business


5Item 1A

Risk Factors


6Item 1B

Unresolved Staff Comments


8Item 1C

Cybersecurity


8Item 2

Properties


9Item 3

Legal Proceedings


9Item 4

Mine Safety Disclosure


9Part IIItem 5

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


10Item 6

Reserved


10Item 7

Managements Discussion and Analysis of Financial Condition and Results of Operations


11Item 7A

Quantitative and Qualitative Disclosures about Market Risk


17Item 8

Financial Statements and Supplementary Data


18Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


29Item 9A

Controls and Procedures


29Item 9B

Other Information


29Part IIIItem 10

Directors, Executive Officers and Corporate Governance


30Item 11

Executive Compensation


31Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


32Item 13

Certain Relationships and Related Transactions, and Director Independence


32Item 14

Principal Accountant Fees and Services


33Part IVItem 15

Exhibits, Financial Statement Schedules


34Item 16

Form 10-K Summary


34Signatures


35   2




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LUB Liquidating Trust December 31, 2023 Additional
Information Our annual reports on Form 10-K, current reports on Form 8-K and any amendments to those reports and other Securities and Exchange Commission (SEC) filings are electronically filed with, or furnished to, the SEC. All reports filed by the Trust with the SEC are
available free of charge via EDGAR through the SEC website at http://www.sec.gov. Our website address is www.lubtrust.com. Please note that our website address is provided as an inactive textual reference only. The information provided
on our website is not part of this report and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report.  3




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LUB Liquidating Trust December 31, 2023  FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains statements that are forward-looking statements within
the meaning of the federal securities laws. All statements contained in this Form 10-K, other than statements of historical facts, are forward-looking statements for purposes of these provisions,
including any statements regarding:  

the timing and amount of any liquidating distribution made,  

future sales of assets and the amount of proceeds that we may receive as a result of any such sales, and  

the resolution of any outstanding creditor claims and liabilities. In some cases, investors can identify these statements by forward-looking words such as anticipate, believe, could,
estimate, expect, intend, outlook, may, should, will, and would or similar words. Forward-looking statements are based on certain assumptions and
analyses made by the Trustees in light of their experience and perception of historical trends, current conditions, expected future developments and other factors it believes are relevant. Although the Trustees believe that their assumptions are
reasonable based on information currently available, those assumptions are subject to significant risks and uncertainties, many of which are outside of their control. The following factors, as well as the factors set forth in Item 1A of this Form 10-K and any other cautionary language in this Form 10-K, provide examples of risks, uncertainties, and events that may cause our financial and operational results to differ
materially from the expectations described in our forward-looking statements:  

our ability to successfully sell our remaining assets at the established values, realize the proceeds from the
sales thereof and to accurately estimate the expenses associated with such dispositions, the functioning of the Trust and the remaining claims and liabilities,  

our ability to successfully resolve all our outstanding or unknown future creditor claims and liabilities,  

inflation and its impact on general business and economic conditions,  

collectability of accounts receivable, including payment of principal and interest on promissory notes received
as consideration for asset sales,  

costs relating to legal proceedings, and  

changes in governmental regulations and the cost of compliance and increases in administrative operating
expenses. Each forward-looking statement speaks only as of the date of this report, and we undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Unitholders should be aware that the occurrence of the events described above and elsewhere in this report could have a material adverse
effect on our ability to liquidate our assets.  4




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LUB Liquidating Trust December 31, 2023  PART I Item 1. Business All
references to the Trust refer to LUB Liquidating Trust and its consolidated subsidiaries and all references to Lubys refer to Lubys, Inc., and the consolidated subsidiaries of Lubys, Inc. References to
Lubys Cafeteria refer specifically to the Lubys Cafeteria brand restaurants. With respect to the period prior to May 31, 2022, references to the Company, we, our, or us
refer to Lubys and with respect to the periods after May 31, 2022, refer to the Trust. Substantially all of Lubys business was conducted
through its wholly-owned subsidiary RFL, LLC (formerly known as Lubys Fuddruckers Restaurants, LLC), a Texas Limited Liability Company (RFL). RFL is now a wholly-owned subsidiary of the Trust and substantially all of the
Trusts assets are held by RFL. Dissolution and Termination of the Company On May 31, 2022, Lubys, the Trustees identified below and Delaware Trust Company (the Resident Trustee) entered into a Liquidating Trust
Agreement (the Liquidating Trust Agreement) in connection with the formation of the Trust, for the benefit of the Lubys stockholders, to facilitate the dissolution and termination of Lubys in accordance with the Plan of
Liquidation and Dissolution of the Company (the Plan of Liquidation or the Plan) that was previously approved by Lubys stockholders on November 17, 2020. The trustees of the Trust consist of John Garilli, Gerald
Bodzy and Joe C. McKinney (collectively, the Trustees), and the Resident Trustee. At 5:00 p.m. Eastern Daylight Time on May 31, 2022
(the Effective Time), Lubys transferred its remaining assets (including its member interest in Lubys Fuddruckers Restaurants, LLC, which has been renamed RFL, LLC) and liabilities to the Trust pursuant to the Plan of
Liquidation. The last day of trading for Lubys common stock, par value $0.32 per share, on the New York Stock Exchange was May 27, 2022. At
the Effective Time of the transfer, holders of Lubys common stock automatically received one unit in the Trust (Unit) for each share of Lubys common stock held by such holder. Units in the Trust are not and will not be listed
on the New York Stock Exchange, or any other exchange, and are generally not transferable except by will, intestate succession or operation of law. Pursuant to the Liquidating Trust Agreement, on and after May 31, 2022, all Lubys
outstanding shares were automatically deemed to be cancelled. In anticipation of the transfer, the 500,000 shares of common stock Lubys held as Treasury Shares were cancelled. The Company filed a Certificate of Dissolution with the Delaware Secretary of State, effective May 31, 2022. The Trust will terminate upon the earlier of three years from the date of creation or the final distribution from the Trust of all Trust assets in compliance
with the Delaware General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of the Company or the Trust and to
make any final distribution of any such proceeds. The Trust is headquartered in Boston, Massachusetts, with its corporate headquarters located at Two
Liberty Square, 9th Floor, Boston, MA 02109, telephone number (617) 570-4600. The Trust website is www.lubtrust.com. The information on our website is not, and shall not be deemed to be, a part of this annual
report on Form 10-K or incorporated into any of our other filings with the SEC. Real Estate During the year ended December 31, 2023, the Trust sold six properties pursuant to the Plan of Liquidation. Subsequent to December 31, 2023, the
Trust has sold one additional property pursuant to the Plan. During the period beginning June 1, 2022 and ended December 31, 2022, the Trust sold six properties pursuant to the Plan of Liquidation. SeeItem 2. Properties.  5




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LUB Liquidating Trust December 31, 2023  Liabilities The Companys liabilities as of December 31, 2023 are disclosed in the consolidated statement of net assets in liquidation included in Item 8.
of this Annual Report. They consist of accounts payable, accrued expenses and other liabilities, operating lease liabilities, liability for estimated costs in excess of estimated receipts during liquidation, and other liabilities. Under the Plan, the Trust intends to convert all its assets into cash, satisfy or resolve its remaining liabilities and obligations, including contingent
liabilities and claims and costs associated with the liquidation of the Trust. Employees As of March 20, 2024, we had no employees. Certain employees of Winthrop Capital Advisors LLC and their affiliates (WCA) and certain third
party consultants perform all our general and administrative services for us, including accounting, asset management, asset disposition and investor relations services. See Item 13. Certain Relationships and Related Party Transactions for
further discussion regarding WCA. We are dependent on WCA and third-party consultants for services that are essential to us, including asset
dispositions, asset management and other general administrative responsibilities. Item 1A. Risk Factors The risks and uncertainties described below should be carefully reviewed together with all other information included in this annual report on Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also become important factors that may harm our financial condition and the timing and amount of future
liquidating distributions, if any. The occurrence of any of the following risks could harm our financial condition and the timing and amount of future liquidating distributions, if any. We may not be able to pay liquidating distributions to our unitholders at the times and in the amounts expected. We cannot predict the timing or amount of any liquidating distributions, as uncertainties exist as to the value we may receive upon the sale of our assets, the
net value of any remaining assets after such sales are completed, the ultimate amount of our expenses associated with completing our monetization strategy, liabilities, the operating costs and amounts to be set aside for claims, obligations and
provisions during the liquidation and winding-up process, and the related timing to complete such transactions. These and other factors make it impossible to predict with certainty the actual net cash amount
that will ultimately be available for distribution to unitholders or the timing of any such distributions. As a Delaware grantor trust,
distributions from the Trust are subject to the approval of the Delaware Court of Chancery, which could impact the timing and amount of liquidating distributions to our unitholders. As a Delaware grantor trust, we are required to get approval from the Delaware Court of Chancery to make liquidating distributions out of the Trust to our
unitholders. We are subject to the availability of the Court, which could result in significant delays in the timing of liquidating distributions. We are also subject to the Courts interpretation and understanding of our financial statements,
which could result in lower liquidating distributions being approved until such time as all obligations of the Trust have been settled and a final liquidating distribution is permitted to be made. The amount of cash available to distribute to unitholders depends on our ability to successfully dispose of all or substantially all our assets. Our efforts to monetize the Trusts assets may not be successful, which would significantly reduce the proceeds of such disposition available
for distribution to unitholders. There will be risks associated with any potential divestiture transaction, including whether we will attract potential acquirers for the Trusts assets, and whether offers made by such potential acquirers, if
any, will be at valuations that we deem reasonable. Moreover, we are not able to predict how long it will take to complete our monetization of the Trusts assets. The timing and terms of any transaction in furtherance of our dissolution and
termination will depend on a variety of factors, many of which are beyond our control. A delay in, or failure to complete, any such transaction could have a material effect on the amount of any potential distributions to unitholders.  6




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LUB Liquidating Trust December 31, 2023  In addition, our ability to successfully monetize the Trusts assets could be materially negatively
affected by economic conditions. In order to successfully monetize our assets, we must identify and complete one or more additional transactions with third parties. Our assets and the availability of potential buyers of our assets may be
significantly impacted by public health issues or pandemics. Even if we are able to identify potential transactions in furtherance of our monetization of
the Trusts assets, such buyers may be operationally constrained or unable to locate financing on attractive terms or at all. If financing is unavailable to potential buyers of our assets, or if potential buyers are unwilling to engage in
transactions due to the uncertainty in the market, our ability to complete such transactions would be significantly impaired, which could cause the amounts ultimately available for distribution to unitholders to be dependent on the operational
success of the buyers of our assets. Any negative impact on such third parties due to any of the foregoing events could cause costly delays and have a
material adverse effect on our ability to make liquidating distributions to unitholders, including our ability to realize full value from a sale or other disposition of our assets. Any such negative impacts could also reduce the amount of
liquidating distributions to unitholders. We will continue to incur liabilities and expenses that will reduce the amount available for liquidating
distributions to unitholders. Liabilities and expenses from operations, such as insurance, legal, accounting and consulting fees and other
administrative expenses, will continue to be incurred as we complete the monetization of our assets. To the extent that these expenses and liabilities exceed our current estimates they will reduce the amount of assets available for future
liquidating distributions to our unitholders. Failure to collect accounts receivable or amounts receivable under promissory notes provided by
buyers of our businesses and assets could adversely affect our financial performance and net assets in liquidation. We have been provided
promissory notes by buyers of our businesses and assets. Failure to recognize the amounts anticipated to be collectible under these notes would adversely affect our net assets in liquidation and could reduce the amount of liquidating distributions
to unitholders. We face the risk of adverse litigation, which could have a material adverse effect on our financial performance. We are or may, from time to time, be the subject of complaints or litigation related to our real estate holdings, or the leases associated with such holdings,
or challenging the Plan of Liquidation, which may name the Trust or the Trustees as defendants. We cannot assure you as to the outcome of any such lawsuits, including the amount of costs associated with defending any such claims or any other
liabilities that may be incurred in connection with such claims. Claims may be expensive to defend and may divert time and money away from our efforts to monetize our assets and hurt our financial performance. A judgment significantly in excess of
our insurance coverage, if any, for any claims could materially adversely affect our financial performance and net assets in liquidation and reduce the amount available for liquidating distributions to unitholders. Our property taxes could increase due to reassessment or property tax rate changes. We are required to pay real property taxes in respect of our properties and such taxes may increase as our properties are reassessed by taxing authorities or
as property tax rates change. An increase in the assessed value of our properties or our property tax rates could adversely impact our financial condition and reduce the amount of future liquidating distributions to our unitholders.  7




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LUB Liquidating Trust December 31, 2023  We may incur costs to comply with federal, state and local laws and regulations. The obligation to pay for the cost of complying with existing environmental laws, ordinances and regulations, as well as the cost of complying with future
legislation, may increase our operating costs. Failure to timely comply with these rules and regulations could result in penalties. Insurance on
our properties may not adequately cover all losses, which could materially and adversely affect us. We believe that our properties are adequately
insured, consistent with industry standards, to cover reasonably anticipated losses. Nevertheless, we are subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our
properties, such insurance may not cover a significant portion of the losses. These losses may lead to an increase in our cost of insurance. In addition, we may not purchase insurance under certain circumstances if the cost of insurance exceeds, in
our judgment, the value of the coverage relative to the risk of loss. Adverse economic conditions, concerns over persistent inflation, rising
interest rates and slowing economic growth, could have adverse effects on our ability to sell our properties or the value of properties, which could reduce or delay our liquidating distributions. The success, timing and terms of transactions to sell our properties may be adversely impacted by persistent inflation, rising interest rates and slowing
economic growth. Inflation and rising interest rates could result in reduced demand for our properties by third parties or reduced values such parties may ascribe to our assets. Even if we are able to identify potential buyers, such buyers may have
difficulty accessing debt and equity capital on attractive terms, or at all, due to rising interest rates, disruptions in the global financial markets or deterioration in credit and financing conditions, which may affect their access to capital
necessary to consummate the acquisition of our properties. If financing is unavailable to potential buyers of our properties, or if potential buyers are unwilling to engage in various transactions due to the uncertainty in the market, our ability to
complete such dispositions within our expected timeframe or on the expected terms would be significantly impaired. Item 1B. Unresolved Staff Comments None. ITEM 1C. CYBERSECURITY We recognize the importance of assessing, identifying, and managing risk associated with cybersecurity threats. Our external advisor
has implemented cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage such risks. Our advisor has developed and implemented a cybersecurity risk management program intended to protect the
confidentiality, integrity, and availability of our critical systems and information. As we are fully externally managed, we are reliant on our external advisors network and risk management program. This cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies,
reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, and financial risk areas. As we are fully externally managed, we are reliant on our external managers network and risk management program. Our external advisor
has elected to engage third-party managed service providers to maintain its network and to manage the monitoring, detection, mitigation, and prevention of cybersecurity threats. These service providers are responsible for managing our advisors
hosted services, all of the computer and computer-related hardware and software they use, and for managing the backup process. Our managers primary managed service provider supplies management with monthly updates and activity reports related
to network alerts, connectivity issues and help desk tickets. We are subject to risks from cybersecurity threats and incidents. As of
December 31, 2023, we do not believe such risks have materially affected or are reasonably likely to materially affect the Company, including the Companys business strategy, results of operations or financial condition. However, there can
be no assurance that the Company will not be materially affected in the future.  8




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LUB Liquidating Trust December 31, 2023  Our Trustees consider cybersecurity risk as part of its risk oversight function. Our Trustees
oversee managements implementation of our cybersecurity risk management program. Our Trustees will receive periodic reports from management on our cybersecurity risks as well as updates, as necessary, regarding any significant cybersecurity
incidents impacting our advisors information systems. Item 2. Properties As of March 20, 2024 our owned properties consist of two Lubys Cafeterias operated by Lubys Restaurant Corporation under a management
agreement. The following table summarizes our leased properties as of March 20, 2024.  Number ofPropertiesOccupied Restaurants:Lubys cafeterias operated by Lubys Restaurant Corporation under a management
agreement


1Total Occupied Restaurants


1Abandoned restaurant property leases


4Total


5 At March 20, 2024, we have unresolved obligations at four former leased locations which were abandoned prior to the
expiration of the respective lease terms. We maintain general liability insurance and property damage insurance on all properties in amounts which we
believe provides adequate coverage. Item 3. Legal Proceedings We are subject to various private lawsuits, administrative proceedings and claims that arose in the ordinary course of our former business. A number of these
lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employees and others related to issues common to the restaurant industry, as well as matters related to our real estate holdings, or
the leases associated with such holdings. We currently believe that the final disposition of these types of lawsuits, proceedings, and claims will not have a material adverse effect on our net assets or our ability to monetize our remaining assets. Item 4. Mine Safety Disclosures Not applicable.  9




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LUB Liquidating Trust December 31, 2023  PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities Market Information There is no
public market for the units of beneficial interest in the Trust (the Units). On May 31, 2022, Lubys filed its certificate of dissolution with the Secretary of State of Delaware, which became effective on that date, and
transferred its remaining assets and liabilities to the Trust. Upon the transfer of the assets and liabilities to the Trust, Lubys stock records were closed, all the outstanding shares of Lubys common stock were cancelled, and each
stockholder of Lubys automatically became the holder of one Unit for each share of common stock of Lubys then held of record by such stockholder. The Units are not and will not be listed on any exchange or quoted on any quotation system.
The Units generally are not transferable or assignable, except by will, intestate succession, or operation of law. Equity Compensation Plans There are no securities authorized under any equity compensation plan as of December 31, 2023. Item 6. (Reserved)  10




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LUB Liquidating Trust December 31, 2023  Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations Managements discussion and analysis of the financial condition and results of operations should be read in
conjunction with the consolidated financial statements and footnotes for the year ended December 31, 2023 and the period beginning June 1, 2022 and ended December 31, 2022 included in Part II, Item 8 of this Annual Report on Form
10-K. Overview Organization All references to the
Trust refer to LUB Liquidating Trust and its consolidated subsidiaries and all references to Lubys refer to Lubys, Inc., and the consolidated subsidiaries of Lubys, Inc. References to Lubys
Cafeteria refer specifically to the Lubys Cafeteria brand restaurants. With respect to the period prior to May 31, 2022, references to the Company, we, our, or us refer to Lubys
and with respect to the periods after May 31, 2022, refer to the Trust. Substantially all of Lubys business was conducted through its
wholly-owned subsidiary RFL, LLC (formerly known as Lubys Fuddruckers Restaurants, LLC), a Texas Limited Liability Company (RFL). RFL is now a wholly-owned subsidiary of the Trust and substantially all of the Trusts assets
are held by RFL. On May 31, 2022, Lubys, the Trustees identified below and Delaware Trust Company (the Resident Trustee) entered
into a Liquidating Trust Agreement (the Liquidating Trust Agreement) in connection with the formation of a liquidating trust, LUB Liquidating Trust (the Trust), for the benefit of the Lubys stockholders, to facilitate
the dissolution and termination of the Company in accordance with the Plan of Liquidation and Dissolution of the Company (the Plan of Liquidation or the Plan) that was previously approved by the Lubys stockholders on
November 17, 2020. The trustees of the Trust consist of John Garilli, Gerald Bodzy and Joe C. McKinney (collectively, the Trustees), and the Resident Trustee. At 5:00 p.m. Eastern Daylight Time on May 31, 2022 (the Effective Time), Lubys transferred its remaining assets (including its member
interest in Lubys Fuddruckers Restaurants, LLC, which has been renamed RFL, LLC) and liabilities to the Trust pursuant to the Plan of Liquidation. The last day of trading for Lubys common stock, par value $0.32 per share, on the New York
Stock Exchange was May 27, 2022. At the Effective Time of the transfer, holders of Lubys common stock automatically received one unit in the
Trust (Unit) for each share of Lubys common stock held by such holder. Units in the Trust are not and will not be listed on the New York Stock Exchange, or any other exchange, and are generally not transferable except by will,
intestate succession or operation of law. Pursuant to the Liquidating Trust Agreement, on and after May 31, 2022, all Lubys outstanding shares are automatically deemed to be cancelled. In anticipation of the transfer, the 500,000 shares
of common stock Lubys held as Treasury Shares were cancelled. The Company filed a Certificate of Dissolution with the Delaware Secretary of State,
effective May 31, 2022. The Trust will terminate upon the earlier of three years from the date of creation or the final distribution from the Trust
of all Trust assets in compliance with the Delaware General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of
the Company or the Trust and to make any final distribution of any such proceeds. Liquidation Basis of Accounting The liquidation basis of accounting differs significantly from the going concern basis, as summarized below. Under the liquidation basis of accounting, the consolidated balance sheet and consolidated statements of operations, equity and cash flows are no longer
presented. The liquidation basis of accounting requires a statement of net assets in liquidation, a statement of changes in net assets in liquidation and
all disclosures necessary to present relevant information about our expected resources in liquidation. The liquidation basis of accounting may only be applied prospectively from the day liquidation becomes imminent and the initial statement of
changes in net assets in liquidation may present only changes in net assets that occurred during the period since that date.  11




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LUB Liquidating Trust December 31, 2023  Under the liquidation basis of accounting, our assets are measured at their estimated net realizable value,
or liquidation value, which represents the amount of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other indications of sales value. In developing these estimates, we utilized third
party valuation experts, investment bankers, real estate brokers, the expertise of our Trustees and members of the Special Committee of the Board of Directors, and forecasts generated by our management. For estimated real estate values, we
considered comparable sales transactions, our past experience selling properties of the Company and, in certain instances, indicative offers, as well as capitalization rates observed for income-producing real estate. All estimates by nature involve
a large degree of judgement and sensitivity to the underlying assumptions. The liquidation basis of accounting requires us to accrue and present
separately, without discounting, the estimated disposal and other costs, including any costs associated with the sale or settlement of our assets and liabilities and the estimated operating income or loss that we reasonably expect to incur,
including providing for federal income taxes during the remaining expected duration of the liquidation period. In addition, deferred tax assets previously provided for under the going concern basis of accounting, which include net operating losses
and other tax credits, may be realized partially or in full, subject to IRS limitations, to offset taxable income we expect to generate from the liquidation process. Under the liquidation basis of accounting, we recognize liabilities as they would have been recognized under the going concern basis as adjusted for the
timing assumptions related to the liquidation process and they will not be reduced to expected settlement values prior to settlement. These estimates
will be periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or the amount of future distributions or our actual
dissolution. The valuation of our assets and liabilities, as described above, represents estimates, based on present facts and circumstances, of the net
realizable value of the assets and costs associated with carrying out the Plan. The actual values and costs associated with carrying out the Plan may differ from amounts reflected in the accompanying consolidated financial statements because of the
Plans inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan. Net Assets in Liquidation Net assets in
liquidation represents the estimated liquidation value to our unitholders upon liquidation. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our unitholders and no assurance can be
given that the distributions will equal or exceed the estimate presented in these consolidated financial statements. The net assets in liquidation at
December 31, 2023 would result in liquidating distributions of $0.89 per Unit in the Trust based on the number of Units outstanding on that date. This estimate is dependent on projections of costs and expenses to be incurred during the period
required to complete the Plan and the realization of estimated net realizable value of our properties and accounts and notes receivable. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the
remaining property sales, the performance of the underlying assets, and changes in the underlying assumptions of the projected cash flows. No assurance can be given that the liquidating distributions will equal or exceed the estimate presented in
these consolidated financial statements.  12




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LUB Liquidating Trust December 31, 2023  Asset Disposal and Liquidation Activities For the year ended December 31, 2023, we sold six properties for total gross proceeds of approximately $18.5 million. During the period beginning
June 1, 2022 and ended December 31, 2022, we sold six properties for total gross proceeds of approximately $13.2 million. Effective
June 2, 2022, we also entered into a management agreement with the purchaser of the Lubys brand to assume operations of the Companys remaining Lubys cafeterias. As of March 20, 2024 there are two properties subject to the
management agreement. We no longer directly operate any Lubys cafeterias or Fuddruckers restaurants. Subsequent to December 31, 2023, we sold
one property for total gross proceeds of $1.4 million. As of March 20, 2024, we own two properties. On August 14, 2023, we made cash
liquidating distributions of $31.3 million, or $1.00 per share to unitholders of record. Since the approval of the Plan of Liquidation we have distributed $3.70 per unit/common share. Transactions subsequent to Plan of Liquidation and prior to conversion to the Trust Lubys disposed of its operating brands as follows:  

In December 2020 we terminated our
sub-license to the Cheeseburger in Paradise brand name in return for compensation from the sub-licensor. Proceeds from the sale were immaterial.  

During the second quarter of fiscal 2021 we sold our rights to the Koo Koo Roo brand name to an independent third
party. Proceeds from the sale were immaterial.  

During the fourth quarter of fiscal 2021 we sold the Fuddruckers franchise business operations for
$15.0 million plus the assumption of certain liabilities to Black Titan Franchise Systems LLC, an affiliate of Black Titan Holding, LLC which previously purchased 13 franchise locations in separate transactions.  

On August 26, 2021, we sold the Lubys Cafeterias brand name and the business operations at 35
Lubys locations to an unrelated third party.  

On March 28, 2022, we sold our Culinary Contract Services business, which did not include our frozen
packaged foods business, to Culinary Concessions, LLC (Purchaser), a member managed limited liability company. Purchaser is wholly owned by Pappas Restaurants, Inc. (PRI). PRI is jointly owned and controlled by Christopher J.
Pappas and Harris J. Pappas (Messrs. Pappas), who were formerly directors and officers of the Company and who are owners of greater than 5% of our beneficial units. Lubys sold 50 properties for total gross proceeds of approximately $150.8 million. Lubys made the following cash liquidating distributions.  

On November 1, 2021, we paid $62.2 million, or $2.00 per share to shareholders of record as of
October 25, 2021.  

On March 28, 2022, we paid $15.5 million, or $0.50 per share to shareholders of record as of
March 21, 2022.  

On May 24, 2022, we paid $6.2 million, or $0.20 per share to shareholders of record as of May 17,
2022. General and Administrative Expenses As we continue the efforts to monetize our assets, we remain focused on reducing our operating and administrative costs, when appropriate, to provide maximum
liquidation value to our unitholders. Accounting Periods The Trusts fiscal year will be the twelve months beginning January 1 and ending December 31, with the prior period effective beginning
June 1, 2022 and ending December 31, 2022. RESULTS OF OPERATIONS Under the liquidation basis of accounting, we do not report results of operations information.  13




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##### Table of Contents

LUB Liquidating Trust December 31, 2023  LIQUIDITY AND CAPITAL RESOURCES Cash and Cash Equivalents Our ability to meet our
obligations is contingent upon the monetization of our remaining assets. We expect that cash on hand and the proceeds from the sale of our assets will be adequate to meet our obligations; however, we cannot provide assurance as to the prices or net
proceeds we may receive from the monetization of our assets. STATUS OF LONG-TERM INVESTMENTS AND LIQUIDITY We had no long-term investments as of December 31, 2023 and 2022. STATUS OF TRADE ACCOUNTS AND NOTES RECEIVABLES, NET We
monitor the aging of our receivables and record reserves to adjust to estimated net realizable value, as appropriate. Our notes receivable at
December 31, 2023 and 2022 are recorded in our consolidated statement of net assets at the amount we expect to receive upon monetization of the Notes. See Note 8. Accounts and Notes Receivable in our consolidated financial statements
included in Item 8 of this Annual Report on Form 10-K. We continue to monitor the terms of the notes receivable and the payment history of the issuers to determine net realizable value. CAPITAL EXPENDITURES Capital expenditures for the year
ended December 31, 2023 and the period beginning June 1, 2022 and ended December 31, 2022 were not material. We do not expect future capital expenditures to be significant. DEBT The Trust has no debt obligations at
December 31, 2023, December 31, 2022 and at March 20, 2024. COMMITMENTS AND CONTINGENCIES The Company has no off-balance sheet arrangements. As of December 31, 2023, we had approximately $0.96 million committed under letters of credit, which are used as security for the payment of
insurance obligations and are fully cash collateralized. From time to time, we are subject to various private lawsuits, administrative proceedings and
claims that arise in the ordinary course of our former business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve claims from guests, employees and others related to issues common to the
restaurant industry, as well as matters related to our real estate holdings, or the leases associated with such holdings. We believe that the final disposition of these types of lawsuits, proceedings, and claims will not have a material adverse
effect on the Trusts cash flows and net assets under liquidation. AFFILIATIONS AND RELATED PARTIES Effective January 27, 2021, the Lubys Board of Directors appointed John Garilli as the Companys Interim President and Chief Executive Officer.
Additionally, effective September 8, 2021, the Lubys Board of Directors appointed Eric Montague as the Companys Interim Chief Financial Officer. Lubys and Mr. Garillis and Mr. Montagues employer, Winthrop
Capital Advisors LLC (WCA), have entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and paid a monthly fee of $30,000 for so long as Mr. Garilli and
Mr. Montague served the Company in said positions. The Company has also entered into an Indemnity Agreement with Mr. Garilli and WCA.  14




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##### Table of Contents

LUB Liquidating Trust December 31, 2023  The Company and WCA had previously entered into agreements, pursuant to which WCA provides treasury and
accounting services for approximately $16,000 per month. WCA continues to provide services to the Trust as it did for the Company, currently on the same
terms as noted above. During the year ended December 31, 2023, we paid WCA approximately $550,000 for the above-mentioned services. Mr. Garilli
is also a member of the Trusts Board of Trustees, effective May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar quarter for his services as a Trustee. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our
accounting policies are described in Note 1. Nature of Operations and Significant Accounting Policies to our Consolidated Financial Statements included in Item8 of Part II of this report. The Consolidated Financial
Statements are prepared in conformity with accounting principles generally accepted in the United States. Preparation of the financial statements requires us to make judgments, estimates and assumptions that affect the amounts of assets and
liabilities in the financial statements and revenues and expenses during the reporting periods. The Trustees believe the following are critical accounting policies due to the significant, subjective and complex judgments and estimates used when
preparing our consolidated financial statements. Liquidation Basis of Accounting Under the liquidation basis of accounting, our assets are measured at their estimated net realizable value, or liquidation value, which represents the amount
of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other indications of sales value, and may include previously unrecognized assets that we may expect to either sell in the course of
our liquidation or use in settling liabilities, such as trademarks or other intangibles. The two areas that require the most significant, subjective and complex judgements and estimates are (i) properties for sale and (ii) liability for
estimated costs in excess of estimated receipts during liquidation. Properties for sale In developing the estimated net realizable value for our properties held for sale, we utilized third party valuation experts, real estate brokers, the
expertise of our Trustees, and forecasts generated by management. For estimated real estate values, we consider comparable sales transactions, our past experience selling properties of the Company and, in certain instances, indicative offers, as
well as capitalization rates observed for income-producing real estate. All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions. Estimated costs in excess of estimated receipts during liquidation The liquidation basis of accounting requires the estimation of net cash flows from operations and all costs associated with implementing and completing the
plan of liquidation. We project that we will have estimated costs in excess of estimated receipts during the liquidation period. These amounts can vary significantly due to, among other things, the timing of property sales, estimates of direct costs
incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities, the costs associated with the winding up of operations, and other costs that we may incur which are not currently foreseeable. These
receipts and accruals will be adjusted periodically as projections and assumptions change. These receipts and costs are estimated and are anticipated to be collected and paid out over the liquidation period. The valuation of our assets and liabilities, as described above, represents estimates, based on present facts and circumstances, of the net realizable value
of the assets and costs associated with carrying out the Plan. The actual values and costs associated with carrying out the Plan may differ from amounts reflected in the accompanying consolidated financial statements because of the Plans
inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan.  15




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LUB Liquidating Trust December 31, 2023  NEW ACCOUNTING PRONOUNCEMENTS There are no new accounting pronouncements that are applicable or relevant to the Trust, under the Liquidation Basis of Accounting.  16




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##### Table of Contents

LUB Liquidating Trust December 31, 2023  Item 7A. Quantitative and Qualitative Disclosures About Market
Risk As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not
required to provide this information.  17




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##### Table of Contents

Item 8. Financial Statements and Supplementary Data LUB Liquidating Trust Consolidated Statements of Net Assets in Liquidation (Liquidation Basis) (Unaudited, in thousands)  December 31, 2023


December 31, 2022ASSETSCash and cash equivalents

$
11,282


$
24,335Accounts and notes receivable


13,498



15,305Restricted cash and cash equivalents


963



2,333Properties for sale


10,391



29,966Total Assets

$
36,134


$
71,939LIABILITIESAccounts payable

$
257


$
109Accrued expenses and other liabilities


2,388



3,737Operating lease liabilities


735



3,770Liability for estimated costs in excess of estimated receipts during liquidation


4,878



4,418Other liabilities






25Total Liabilities

$
8,258


$
12,059Commitments and ContingenciesNet assets in Liquidation (Note 3)

$
27,876


$
59,880 The accompanying notes are an integral part of these Consolidated Financial Statements.  18




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##### Table of Contents

LUB Liquidating Trust Consolidated Statements of Changes in Net Assets in Liquidation (Liquidation Basis) (Unaudited, in thousands)  For the Year EndedDecember 31, 2023


For the PeriodJune 1, 2022 toDecember 31, 2022Net assets in liquidation, beginning of period

$
59,880


$
61,506Changes in net assets in liquidationChanges in liquidation value of properties for sale


(964
)


3,242Changes in estimated cash flows during liquidation


261



(4,868
)Liquidating distributions


(31,301
)


Changes in net assets in liquidation


(32,004
)


(1,626
)Net assets in liquidation, end of period

$
27,876


$
59,880 The accompanying notes are an integral part of these Consolidated Financial Statements.  19




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LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited) Note 1. Organization, Plan
of Liquidation and Significant Accounting Policies Organization All references to the Trust refer to LUB Liquidating Trust and its consolidated subsidiaries and all references to Lubys refer to
Lubys, Inc., and the consolidated subsidiaries of Lubys, Inc. References to Lubys Cafeteria refer specifically to the Lubys Cafeteria brand restaurants. With respect to the period prior to May 31, 2022,
references to the Company,  we, our, or us refer to Lubys and with respect to the periods after May 31, 2022, refer to the Trust. Substantially all of Lubys business was conducted through its wholly-owned subsidiary RFL, LLC (formerly known as Lubys Fuddruckers Restaurants,
LLC), a Texas Limited Liability Company (RFL). RFL is now a wholly-owned subsidiary of the Trust and substantially all of the Trusts business is conducted through RFL. On May 31, 2022, Lubys, the Trustees identified below and Delaware Trust Company (the Resident Trustee) entered into a Liquidating
Trust Agreement (the Liquidating Trust Agreement) in connection with the formation of a liquidating trust, LUB Liquidating Trust (the Trust), for the benefit of the Lubys stockholders, to facilitate the dissolution and
termination of the Company in accordance with the Plan of Liquidation and Dissolution of the Company (the Plan of Liquidation or the Plan) that was previously approved by the Lubys stockholders on November 17,
2020. The trustees of the Trust consist of John Garilli, Gerald Bodzy and Joe C. McKinney (collectively, the Trustees), and the Resident Trustee. At 5:00 p.m. Eastern Daylight Time on May 31, 2022 (the Effective Time), Lubys transferred its remaining assets (including its member
interest in Lubys Fuddruckers Restaurants, LLC, which has been renamed RFL, LLC) and liabilities to the Trust pursuant to the Plan of Liquidation. The last day of trading for Lubys common stock, par value $0.32 per share, on the New York
Stock Exchange was May 27, 2022. At the Effective Time of the transfer, holders of Lubys common stock automatically received one unit in the
Trust (Unit) for each share of Lubys Common stock held by such holder. Units in the Trust are not and will not be listed on the New York Stock Exchange, or any other exchange, and generally are not transferable except by will,
intestate succession or operation of law. Pursuant to the Liquidating Trust Agreement, on and after May 31, 2022, all Lubys outstanding shares are automatically deemed to be cancelled. In anticipation of the transfer, the 500,000 shares
of common stock Lubys held as Treasury Shares were cancelled. The Company filed a Certificate of Dissolution with the Delaware Secretary of State,
effective May 31, 2022. The Trust will terminate upon the earlier of three years from the date of creation or the final distribution from the Trust
of all Trust assets in compliance with the Delaware General Corporation Law, unless the Trustees determine that a longer period is needed to sell real estate or collect payment in full of any installment obligations owed by a purchaser of assets of
the Company or the Trust and to make any final distribution of any such proceeds. Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Trust and its wholly owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation. Accounting Periods The Trusts fiscal year will be the twelve months beginning January 1 and ending December 31, with the prior period effective beginning
June 1, 2022 and ending December 31, 2022. Liquidation Basis of Accounting The liquidation basis of accounting differs significantly from the going concern basis, as summarized below.  20




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LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited)  Note 1. Organization, Plan of Liquidation and Significant Accounting Policies (Continued) Under the liquidation basis of accounting, the consolidated balance sheet and consolidated statements of operations, equity and cash flows are no longer
presented. The liquidation basis of accounting requires a statement of net assets in liquidation, a statement of changes in net assets in liquidation and
all disclosures necessary to present relevant information about our expected resources in liquidation. The liquidation basis of accounting may only be applied prospectively from the day liquidation becomes imminent and the initial statement of
changes in net assets in liquidation may present only changes in net assets that occurred during the period since that date. Under the liquidation basis
of accounting, our assets are measured at their estimated net realizable value, or liquidation value, which represents the amount of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and
other indications of sales value. In developing these estimates, we utilized third party valuation experts, investment bankers, real estate brokers, the expertise of our Trustees, and forecasts generated by our management. For estimated real estate
values, we considered comparable sales transactions, our past experience selling properties of the Company and, in certain instances, indicative offers, as well as capitalization rates observed for income-producing real estate. All estimates by
nature involve a large degree of judgment and sensitivity to the underlying assumptions. The liquidation basis of accounting requires us to accrue and
present separately, without discounting, the estimated disposal and other costs, including any costs associated with the sale or settlement of our assets and liabilities and the estimated operating income or loss that we reasonably expect to incur,
including providing for federal income taxes during the remaining expected duration of the liquidation period. In addition, deferred tax assets previously provided for under the going concern basis of accounting, which include net operating losses
and other tax credits, may be realized partially or in full, subject to IRS limitations, to offset taxable income we expect to generate from the liquidation process. Under the liquidation basis of accounting, we recognize liabilities as they would have been recognized under the going concern basis as adjusted for the
timing assumptions related to the liquidation process and they will not be reduced to expected settlement values prior to settlement. These estimates
will be periodically reviewed and adjusted as appropriate. There can be no assurance that these estimated values will be realized. Such amounts should not be taken as an indication of the timing or the amount of future distributions or our actual
dissolution. The valuation of our assets and liabilities, as described above, represents estimates, based on present facts and circumstances, of the net
realizable value of the assets and costs associated with carrying out the Plan. The actual values and costs associated with carrying out the Plan may differ from amounts reflected in the accompanying consolidated financial statements because of the
Plans inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan. Net assets in liquidation represents the estimated liquidation value to our unitholders upon liquidation. It is not possible to predict with certainty the
timing or aggregate amount which may ultimately be distributed to our unitholders and no assurance can be given that the distributions will equal or exceed the estimate presented in these consolidated financial statements. Subsequent Events Events subsequent to the
Companys fiscal year ended December 31, 2023 through the date of issuance of the financial statements are evaluated to determine if the nature and significance of the events warrant inclusion in the Companys consolidated financial
statements. See Note 10. Subsequent Events.  21




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##### Table of Contents

LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited)  Note 1. Organization, Plan of Liquidation and Significant Accounting Policies (Continued) Cash and Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents and restricted cash and cash equivalents include highly liquid investments such as money market funds that have a maturity of three
months or less. Our bank account balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 at each institution. Restricted cash and cash equivalents as of December 31, 2023 and 2022 was $1.0 million and $2.3 million, respectively. Amounts included in
restricted cash represent those required to be set aside for (1) collateral for letters of credit issued for potential insurance obligations, which letters of credit expire within 12 months and (2) prefunding of the credit limit under our
corporate purchasing card program. We terminated our credit card program in the fourth quarter of 2022 and the restrictions on the $0.5 million restricted cash related to our credit card program were lifted in January 2023. Accounts and Notes Receivable Under the
liquidation basis of accounting, trade, notes and other receivables are stated at the amount of their estimated cash proceeds. See Note 5. Accounts and Notes Receivable. Operating Leases See Note 4. Leases. Income Taxes The Trust is not subject to U.S.
federal, state and local income taxes. Beneficiaries of the Trust are individually liable for their respective share of the Trusts taxable income. Accordingly, the Trust makes no provision for income taxes in its financial statements. The
Trust owns all the member interests of RFL which is subject to U.S. federal, state and local income taxes as a corporation. Under the liquidation basis
of accounting, an estimate of future income tax liability for RFL is prepared based on the projected sale price of assets compared to the tax basis of the assets. Additionally, the Company takes into consideration any existing net loss or capital
loss carryforwards in determining the estimate for future tax liabilities. See Note 6. Income Taxes Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. Recent Accounting Pronouncements There are no new
accounting pronouncements that are applicable or relevant to the Trust under the Liquidation Basis of Accounting.  22




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LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited)  Note 2. Estimated Costs and Estimated Receipts During Liquidation The liquidation basis of accounting requires the estimation of net cash flows from operations and all costs associated with implementing and completing the
Plan of Liquidation. We project that we will have estimated costs in excess of estimated receipts during the remaining liquidation period. These amounts can vary significantly due to, among other things, the timing of property sales, estimates of
direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities, the receipts and costs associated with the winding up of operations, and other costs that we may incur which are not
currently foreseeable. These receipts and accruals will be adjusted periodically as projections and assumptions change. These receipts and costs are estimated and are anticipated to be collected and paid out over the liquidation period, which is
currently estimated to run through December 31, 2026. The liability for estimated costs in excess of estimated receipts during the year ended at December 31, 2023 and for the period June 1, 2022 to December 31, 2022,
respectively, was comprised of the following (in thousands):  Year EndedDecember 31, 2023


June 1, 2022 toDecember 31, 2022Total estimated receipts during remaining liquidation period

$
1,974


$
6,331Total estimated costs of operations






(310
)General and administrative expenses


(6,287
)


(8,306
)Interest component of operating lease payments


(179
)


(1,081
)Capital expenditures






Sales costs


(386
)


(1,052
)Total estimated costs during remaining liquidation period


(6,852
)


(10,749
)Liability for estimated costs in excess of estimated receipts during liquidation

$
(4,878
)

$
(4,418
) The change in the estimated costs and estimated receipts for the year ended December 31, 2023 are as follows (in
thousands):  January 1,2023


Net Change inWorkingCapital (3)


Changes inEstimated FutureCash Flows DuringLiquidation (4)


December 31,2023Assets:Estimated net inflows from operations
(1)

$
4,940


$
(1,015
)

$
(2,130
)

$
1,795$
4,940


$
(1,015
)

$
(2,130
)

$
1,795Liabilities:Sales Costs


(1,052
)


713



(47
)


(386
)Corporate expenditures (2)


(8,306
)


311



1,708



(6,287
)(9,358
)


1,024



1,661



(6,673
)Liability for estimated costs in excess of estimated receipts during liquidation

$
(4,418
)

$
9


$
(469
)

$
(4,878
)  23




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##### Table of Contents

LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited)  Note 2. Estimated Costs and Estimated Receipts During Liquidation (Continued) The change in the estimated costs and estimated receipts for the period from June 1, 2022 to December 31, 2022 are as follows (in thousands):  June 1, 2022


Net Changein WorkingCapital (3)


Changes inEstimated FutureCash Flows duringLiquidation (4)


December 31,2022Assets:Estimated net inflows from operations
(1)

$
6,802


$
321


$
(2,183
)

$
4,9406,802



321



(2,183
)


4,940Liabilities:Sales Costs


(1,264
)


595



(383
)


(1,052
)Corporate expenditures (2)


(8,503
)


2,499



(2,302
)


(8,306
)(9,767
)


3,094



(2,685
)


(9,358
)Liability for estimated costs in excess of estimated receipts during liquidation

$
(2,965
)

$
3,415


$
(4,868
)

$
(4,418
)  (1)
Estimated net inflows from operations consists of total estimated receipts during liquidation less the sum of
total estimated (i) costs of operations, (ii) interest component of operating lease payments and (iii) capital expenditures. (2)
Corporate expenditures consist of general and administrative expenses. (3)
Net change in working capital represents changes in cash, restricted cash, accounts and notes receivable,
accounts payable, and accrued expenses and other liabilities as a result of the Companys activities for the respective periods. (4)
Changes in estimated future cash flows during liquidation includes adjustments to previous estimates and
changes in estimated holding periods of our assets. Note 3. Net Assets in Liquidation Current Fiscal Year Activity Net assets in
liquidation decreased by $32.0 million for the year ended December 31, 2023. The decrease was primarily driven by a $31.3 million cash liquidating distribution in August 2023, and a $0.9 million net decrease in the estimated
value of properties held for sale offset by a $0.2 million net increase resulting from remeasurement of assets and liabilities. The net decrease in
properties held for sale was due to changes in values attributable to properties that have been sold, or were under contract as of December 31, 2023 with non-refundable deposits, at prices that were
different than our previously estimated liquidation values. Prior Fiscal Period Activity Net assets in liquidation decreased by $1.6 million for the period ended December 31, 2022. The decrease was primarily due to a $4.9 million net
decrease due to the remeasurement of assets and liabilities, partially offset by a $3.2 million net increase in the estimated value of properties held for sale.  24




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##### Table of Contents

LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited)  Note 3. Net Assets in Liquidation (Continued) The $4.9 million net decrease generated by the remeasurement of assets and liabilities was mainly due to a $4.4 million decrease in projected future
cash flows from operations and corporate activity, primarily as a result of changes in estimated holding periods for our operating properties, as well as increases in actual and projected sales closing costs of $0.4 million. In addition, actual
operating results fell short of projected operating results by $0.1 million. The net increase in properties held for sale was due to changes in
values attributable to properties that have been sold, or are under contract to sell with non-refundable deposits, at prices that were different than our previously estimated liquidation values. The net assets in liquidation at December 31, 2023 would result in liquidating distributions of $0.89 per Unit in the Trust based on 31,298,052
outstanding Units on that date. This estimate is dependent on projections of costs and expenses to be incurred during the period required to complete the Plan and the realization of estimated net realizable value of our properties and accounts and
notes receivable. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the remaining property sales, the performance of the underlying assets, and changes in the underlying assumptions of the
projected cash flows. No assurance can be given that the liquidating distributions will equal or exceed the estimate presented in these consolidated financial statements. Lease Obligations We continue to negotiate with
our landlords to settle and terminate our existing leases; however, we can offer no assurances that we will settle any lease obligations for less than the total undiscounted base rent payments, or for less than their discounted value recorded within
net assets in liquidation. See Note 4. Leases. Note 4. Leases Under the liquidation basis of accounting, lease obligationsare recorded at the present value of the total fixed lease payments over the reasonably
certain lease term using discount rates as of the effective date of the lease and the obligation is reduced as we make lease payments. We value the operating lease
right-of-use assets at zero, since we do not expect to receive cash proceeds or other consideration for the right-of-use assets. The discount rate used to determine the present value of the lease payments was
our estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, since we could not determine the interest rate implicit in the lease. Weighted-average lease terms and discount rates were as follows.  December 31, 2023Weighted-average remaining lease term


6.83 yearsWeighted-average discount rate


9.70
%  25




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##### Table of Contents

LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited)  Note 4. Leases (Continued) Operating lease obligations maturities in accordance with Topic 842 as of December 31, 2023 were as follows:  (In thousands)Less than One Year

$
283One to Three Years


261Three to Five Years


261Thereafter


109Total lease payments

$
914Less: imputed interest


(179
)Present value of operating lease obligations

$
735 Abandoned Leased Facilities - Liability for Store Closing As of December 31, 2023, we remain obligated under the terms of leases for the rent and other costs related to four leased restaurants locations that were
classified as abandoned in prior years. The total liability represents the value of the total amount of rent and other direct costs (such as common area costs, property taxes and insurance allocated by the landlord) through the expiration date of
the leases. The lease term on the four abandoned leases expired as of December 31, 2023. The liability for our abandoned leases were as
follows (in thousands).  December 31, 2023Included in Accrued expenses and other liabilities


964Total

$
964 Note 5. Accounts and Notes Receivable In connection with the sale of the operating brands in prior years we received secured promissory notes (the Notes) from the respective buyers of
the brands. The Notes are carried at the aggregate amount we expect to receive upon monetization of the Notes and are included in accounts and notes receivable in our consolidated statements of net assets in liquidation. Note 6. Income Taxes Our income tax filings are
periodically examined by various federal and state jurisdictions. There are no open examinations by federal and state income tax jurisdictions. The Trusts U.S. federal income tax return remains open to examination for the year ended
December 31, 2022. Lubys Inc.s U.S. federal income tax return remains open to examination for the fiscal period 2020 through fiscal period ended May 31, 2022. RFLs U.S. federal income tax return remains open to
examination for the fiscal periods ended August 31, 2022 through August 31, 2023. We paid federal income taxes of $0 and $0.6 million for
the year ended December 31, 2023 and the period June 1, 2022 through December 31, 2022, respectively. For 2023, the Company had income tax filing requirements in five states. State income tax payments were $0.7 million and
$10 thousand for the year ended December 31, 2023 and the period June 1, 2022 and ended December 31, 2022, respectively.  26




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LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited)  Note 6. Income Taxes (continued) Management believes that adequate provisions for income taxes have been reflected in the financial statements and is not aware of any significant exposure
items that have not been reflected in the financial statements. Note 7. Current Accrued Expenses and Other Liabilities The following table sets forth current accrued expenses and other liabilities, in thousands.  December 31, 2023


December 31, 2022Accrued claim and insurance

$
759


$
1,039Taxes, other than income


5



988Income taxes, net


245



696Lease termination costs (1)


964



588Legal and other


415



426Total

$
2,388


$
3,737  (1)
See Note 4. Leases for further discussion of lease termination costs. Note 8. Commitments and Contingencies Off-Balance Sheet Arrangements The Company has no off-balance sheet
arrangements. Claims From time to time, we
are subject to various private lawsuits, administrative proceedings and claims that arise in the ordinary course of our former business. A number of these lawsuits, proceedings and claims may exist at any given time. These matters typically involve
claims from guests, employees and others related to issues common to the restaurant industry, as well as matters related to our real estate holdings, or the leases associated with such holdings. We believe that the final disposition of these types
of lawsuits, proceedings, and claims will not have a material adverse effect on the Companys cash flows and net assets under liquidation. Note 9. Related Parties Effective January 27,
2021, the Lubys Board of Directors appointed John Garilli as the Companys Interim President and Chief Executive Officer. Additionally, effective September 8, 2021, the Lubys Board of Directors appointed Eric Montague as the
Companys Interim Chief Financial Officer. The Company and Mr. Garillis and Mr. Montagues employer, Winthrop Capital Advisors LLC (WCA), entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and paid a monthly fee of $30,000 for so long as Mr. Garilli and Mr. Montague served the Company in said positions. The Company has also entered into an Indemnity Agreement with
Mr. Garilli and WCA.  27




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##### Table of Contents

LUB Liquidating Trust Notes to Consolidated Financial Statements December 31, 2023 (Unaudited) Note 9. Related
Parties (Continued)  The Company and WCA had previously entered into agreements, pursuant to which WCA provides treasury and
accounting services for approximately $16,000 per month. WCA continues to provide services to the Trust as it did for the Company, currently on the same
terms as noted above. During the year ended December 31, 2023 and period ended December 31, 2022, we paid WCA approximately $550,000 and $358,000, respectively, for the above-mentioned services. Mr. Garilli is also a member of the Trusts Board of Trustees, effective May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar
quarter for his services as a Trustee. Note 10. Subsequent Events Subsequent to December 31, 2023, we sold one property for cash consideration of approximately $1.4 million.  28




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##### Table of Contents

LUB Liquidating Trust December 31, 2023  Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Control and Procedures An
evaluation was performed under the supervision and with the participation of our management, including our Trustees, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of December 31, 2023. Based on that evaluation, our Trustees have concluded that, as of
December 31, 2023, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms and (ii) accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Managements Report on Internal
Control over Financial Reporting The Liquidating Trusts management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of its inherent limitations, internal control over financial
reporting may not prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. Our management, including our Trustees, have evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control  Integrated
Framework-2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2023. Changes in Internal Control over Financial Reporting During the year ended December 31, 2023, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None.  29




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##### Table of Contents

LUB Liquidating Trust December 31, 2023  PART III Item 10. Directors, Executive Officers and Corporate Governance The Trust does not have directors or executive officers. All management and executive authority over the Trust resides with the Trustees.
References to our Trustees in this report mean our Trustees for the periods after May 31, 2022 and references to our directors and the Board mean the directors and the board of directors of the Company for the period prior to May 31, 2022.
As of the date of this report, our Trustees, their ages, their year first elected, their business experience and principal occupation, their directorships in public corporations and investment companies are as follows: TRUSTEES GERALD W.
BODZY, 72, has served as a Trustee since inception of the Trust on May 31, 2022. Mr. Bodzy previously served as an independent director of the Company from 2016 until the inception of the Trust and served as Chairman of the Board, a member
of Nominating and Corporate Governance Committee, Co-Chair of the Board Special Committee, a member of the Finance and Audit Committee, and a member of the Compensation Committee. Mr. Bodzy was President
and owner of Showcase Custom Vinyl Windows and Doors, a manufacturer of residential windows in Houston, Texas from 2004 until he retired in November 2020. From 1990 to 2000, Mr. Bodzy was a Managing Director of Stephens, Inc. where he headed
the investment banking firms Houston office. From 1979 to 1990, he was employed by Smith Barney, Inc. in New York where he was a Managing Director from 1986 to 1990. From 1976 to 1990, he worked in the real estate group at General Crude Oil
Company in Houston. Mr. Bodzy is a former director of Oshmans Sporting Goods, Benchmark Electronics, and Republic Bankshares of Texas. Mr. Bodzy earned a B.A. Degree in Economics from the University of Texas in 1973 and a J.D. Degree
from the University of Texas School of Law in 1976 and is a member of Phi Beta Kappa. Mr. Bodzy serves on the board of directors of the Boys & Girls Clubs of Greater Houston and is Chairman of the Board of the Boys & Girls
Clubs of Greater Houston Foundation. JOHN GARILLI, 59, has served as a Trustee since inception of the Trust on May 31, 2022.
Mr. Garilli previously served as the Companys Interim President and Chief Executive Officer from January 2021 until the inception of the Trust on May 31, 2022. Mr. Garilli has been a member of Winthrop Capital Advisors LLC
(WCA) and its affiliates since 1995 serving in various capacities, previously in its accounting department, and is currently serving as its President and Chief Operating Officer. Mr. Garilli has served as the Interim Chief Financial
Officer of Seritage Growth Properties, a NYSE-listed real estate company, since January 2022. Mr. Garilli has served as Chief Executive Officer, President, Chief Financial Officer, Treasurer, and Secretary of New York REIT Liquidating LLC
(NYRTLLC) since November 2018. Mr. Garilli served as the Chief Executive Officer of New York REIT, Inc. (NYRT), a NYSE-listed real estate investment trust and the predecessor to NYRTLLC, from July 2018 until November
2018 and as the Chief Financial Officer, Secretary, and Treasurer of NYRT from March 2017 until November 2018. Mr. Garilli served as Chief Accounting Officer of Winthrop Realty Trust (WRT), a NYSE-listed real estate investment
trust, from 2006 until his appointment to Chief Financial Officer in 2012, a position held until its liquidation in August 2016. Mr. Garilli worked in a similar capacity at WRTs successor, Winthrop Realty Liquidating Trust, from August
2016 until its final liquidation in December 2019. Mr. Garilli holds an MBA from Babson College and a BA from the College of the Holy Cross. JOE C. McKINNEY, 77, has served as a Trustee since inception of the Trust on May 31, 2022. Mr. McKinney previously served as an
independent director of the Company from January 2003 until inception of the Trust on May 31, 2022 and served as chair of the Finance and Audit Committee, a member of the Nominating and Corporate Governance Committee, a member of the
Compensation Committee, and a co-Chair of the Special Committee. Mr. McKinney was Vice-Chairman of Broadway National Bank, a locally owned and operated San Antonio-based bank, from October 2002 until his
retirement in March 2020. He formerly served as Chairman of the board of directors and Chief Executive Officer of JPMorgan Chase Bank-San Antonio from November 1987 until his retirement there in March 2002.
Mr. McKinney graduated from Harvard University in 1969 with a Bachelor of Arts in Economics, and he graduated from the Wharton School of the University of Pennsylvania in 1973 with a Master of Business Administration in Finance. He is a former
director of Broadway National Bank, Broadway Bancshares, Inc., New York REIT Liquidating LLC, a successor to New York REIT, Inc., a publicly traded real estate investment trust, USAA Real Estate Company; US Industrial REIT I, II, and III; US Global
Investors Funds; and Prodigy Communications Corporation.  30




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##### Table of Contents

LUB Liquidating Trust December 31, 2023  CORPORATE GOVERNANCE Audit Committee Due to the limited
operations and level of activity, which primarily includes the sale of our remaining assets and the payment of outstanding obligations, we do not have an audit committee or other committee that performs similar functions and, consequently, have not
designated an audit committee financial expert. Nonetheless, we believe that each of Gerald Bodzy, Joe C. McKinney and John Garilli satisfies the definition of an audit committee financial expert set forth in Item 407(d) of Regulation S-K. Process for Recommending Trustee Nominees The Trust is not required to, and does not have, a formal nominating and corporate governance committee and, as a result, has not established a
nominating and corporate governance committee. The Liquidating Trust Agreement provides that there shall initially be three trustees of the Trust and that a majority of Trustees or holders of Units holding a majority of the Units (a Majority-in-Interest) may change the number of Trustees. Any Trustee may resign at any time by giving written notice to the remaining Trustees, and such
resignation shall be effective upon the date provided in such notice. Any Trustee may be removed, with or without cause, by a Majority-in-Interest or a majority of
remaining Trustees. The Trustees may not remove a Trustee selected by a Majority-in-Interest, nor may the Trustees re-appoint any
Trustee removed by a Majority-in-Interest. If a Trustee resigns or is removed, a majority of remaining Trustee(s) or, if there is none, a
Majority-in-Interest, may appoint a successor or successors. Code of
Ethics The Trust has not adopted a code of ethics, nor do we currently intend to due to the fact that our Trustees manage our business
and affairs subject to fiduciary duties. Our Trustees intend to promote honest and ethical conduct, including full and fair disclosure in our reports to the SEC and compliance with applicable governmental laws and regulations. Item 11. Executive Compensation Compensation Matters Since the formation
of the Trust on May 31, 2022, we have had no executive officers or employees performing policy making functions. The Trustees perform our day-to-day management and
are entitled to receive compensation for their services as Trustees. Pursuant to the Liquidating Trust Agreement, the Chairman selected by a majority of the Trustees receives $25,000 per fiscal quarter and the remaining Trustees receive $20,000 per
fiscal quarter for their services. In addition, the Trustees will be reimbursed by the Trust for their reasonable expenses and disbursements incidental to Trustee duties. We do not currently intend to hire or compensate any executive officers or
other employees. Trustee Compensation for the Year Ended December 31, 2023  Name

Fees EarnedGerald W. Bodzy

$
100,000John Garilli

$
80,000Joe C. McKinney

$
80,000  31




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##### Table of Contents

LUB Liquidating Trust December 31, 2023  Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters There is no public market for the units of beneficial interest in the Trust (the Units).
On May 31, 2022, the Company filed its certificate of dissolution with the Secretary of State of Delaware, which became effective on that date, and transferred its remaining assets and liabilities to the Trust. Upon the transfer of the assets
and liabilities to the Trust, the Companys stock records were closed, all outstanding shares of the Companys common stock were cancelled, and each stockholder of the Company automatically became the holder of one Unit for each one share
of common stock of the Company then currently held of record by such stockholder. The Units are not and will not be listed on any exchange or quoted on any quotation system. The Units generally are not transferable or assignable, except by will,
intestate succession, or operation of law. The following table sets forth information as to the beneficial ownership of Units by
(i) each of our Trustees and (ii) all our Trustees as group as of March 20, 2024.  Name (1)

Units BeneficiallyOwned


Percent ofUnitsGerald W. Bodzy


240,854



*John Garilli


0



*Joe C. McKinney


319,845



1.02
%All Trustees as a group of 3 persons


560,699



1.79
%  *
Represents beneficial ownership of less than one percent of the Units issued and outstanding as of
March 28, 2024. (1)
Except as indicated in these notes and subject to applicable community property laws, each person named in the
table directly owns the number of Units indicated and has sole ownership of such Units. Unless otherwise specified, the mailing address of each person named in the table is Two Liberty Square, 9th Floor, Boston, Massachusetts, 02109. Item 13. Certain Relationships and Related Transactions, and Director Independence CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Related Person Transactions On
July 23, 2002, the Company entered into an Indemnification Agreement with each member of the Companys Board under which the Company obligated itself to indemnify each director to the fullest extent permitted by applicable law so that he
or she will continue to serve the Company free from undue concern regarding liabilities. The Company also entered into an Indemnification Agreement with each person becoming a member of the Board since July 23, 2002. The Board determined that
uncertainties relating to liability insurance and indemnification have made it advisable to provide directors with assurance that liability protection will be available in the future. Effective January 27, 2021, the Lubys Board of Directors appointed John Garilli as the Companys Interim President and Chief
Executive Officer. Additionally, effective September 8, 2021, the Lubys Board of Directors appointed Eric Montague as the Companys Interim Chief Financial Officer. The Company and Mr. Garillis and Mr. Montagues
employer, Winthrop Capital Advisors LLC (WCA), entered into an agreement, pursuant to which the Company paid WCA a one-time fee of $50,000 and will pay a monthly fee of $30,000 for so long as
Mr. Garilli and Mr. Montague served the Company in said positions. The Company also entered into an Indemnity Agreement with Mr. Garilli and WCA. Mr. Garilli is also a member of the Trusts Board of Trustees, effective
May 31, 2022. Mr. Garilli receives a fee of $20,000 per calendar quarter for his services as a Trustee.  32




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LUB Liquidating Trust December 31, 2023  The Company and WCA had previously entered into agreements, pursuant to which WCA provides
treasury and accounting services for approximately $14,000 per month. WCA continues to provide services to the Trust as it did for the
Company, currently on the same terms as noted above. For the year ended December 31, 2023, we paid WCA approximately $550,000 for the above-mentioned services. Pursuant to the Liquidating Trust Agreement, the Trust and the Company will indemnify Delaware Trust Company, as the Resident Trustee, and any
director, officer, affiliate, employee, employer, professional, agent or representative of the Resident Trustee and will advance expenses, defend and hold harmless from time to time against any and all losses, claims, costs, expenses and liabilities
to which such indemnified parties may be subject by reason of such indemnified partys performance of its duties pursuant to the discretion, power and authority conferred on such person by the Liquidating Trust Agreement or the Plan of
Liquidation and Dissolution of the Company. DIRECTOR INDEPENDENCE Trustees of the Trust evaluated the independence of the Trustees that served for the year ended December 31, 2023 and each Trustee or his
immediate family and the Trust to determine whether any such transactions or relationships were material and, therefore, inconsistent with a determination that each such Trustee is independent. Based upon that evaluation, the Trustees determined
that the following were independent during the respective time each served as Trustees: Gerald W. Bodzy Joe C. McKinney Item 14. Principal Accountant Fees and Services Fees Paid to the Independent Registered Public Accounting Firm The Trust did not engage independent auditors to perform an audit of the financial statements contained in this report for the year ended December 31,
2023.  33




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LUB Liquidating Trust December 31, 2023  PART IV Item 15. Exhibits, Financial Statement Schedules  1.
Financial Statements The following financial statements are filed as part of this Report: Consolidated statement of net assets in liquidation as of December 31, 2023 and December 31, 2022 Consolidated statement of changes in net assets in liquidation for the year ended December 31, 2023 and for the period from June 1,
2022 through December 31, 2022 Notes to consolidated financial statements  2.
Financial Statement Schedules As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required
to provide this information.  3.
Exhibits The following exhibits are filed as a part of this Report:  3

Liquidating Trust Agreement, dated May 
31, 2022 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 
6, 2022, File No. 1-08308).21

Subsidiaries of the Trust.31.1

Rule 13a-14(a)/15d-14(a) certification of the Trustees pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Section 1350 certification of the Trustees pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Item 16. Form 10-K Summary None.  34




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LUB Liquidating Trust December 31, 2023  SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.  March 22, 2024





LUB LIQUIDATING TRUST(Registrant)By:

/s/ JOHN GARILLIJohn GarilliTrustee Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.  Signature and Title

Date/S/ GERALD W. BODZY

March 22, 2024Gerald W. Bodzy, Trustee/S/ JOHN GARILLI

March 22, 2024John Garilli, Trustee/S/ JOE C. MCKINNEY

March 22, 2024Joe C. McKinney, Trustee  35